broadview first day decl
TRANSCRIPT
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UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK------------------------------------------------------xIn re : Chapter 11
:
Broadview Networks Holdings, Inc., et al.,
1
: Case No. 12-__________ ( ):Debtors. : (Joint Administration Pending)
------------------------------------------------------ x
DECLARATION OF MICHAEL K. ROBINSON,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF BROADVIEW NETWORKS HOLDINGS, INC., IN SUPPORT OF
CHAPTER 11 PETITIONS AND FIRST DAY PLEADINGS
I, Michael K. Robinson, declare, pursuant to 28 U.S.C. 1746, under penalty of
perjury that:
1. I am the President, Chief Executive Officer, and a Director of BroadviewNetworks Holdings, Inc. (BVNH), a corporation incorporated under the laws of Delaware. I
have served as an officer of BVNH and the other debtors and debtors in possession in the above-
captioned cases (collectively with BVNH, the Debtors or the Company) since March 2005,
and was appointed to the BVNH board of directors on January 9, 2009. In such capacities, I am
familiar with the day-to-day operations, business and financial affairs of the Debtors.
_______________________________
1 The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses:(i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc.(4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATXTelecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965);
(viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) BroadviewNetworks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networksof Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC AcquisitionCorporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077);(xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC(1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom ofVA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-HighwayInternational, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035);(xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtorsexecutive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573.
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8824200120822000000000007
Docket #0003 Date Filed: 8/22/20
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2. On the date hereof (the Petition Date), each of the Debtors filed avoluntary petition for relief under chapter 11 of title 11 of the United States Code (the
Bankruptcy Code). The Debtors intend to continue in the possession of their respective
properties and the management of their respective businesses as debtors in possession.
3. Prior to the Petition Date, the Debtors solicited votes on theJointPrepackaged Plan of Reorganization for Broadview Networks Holdings, Inc. And Its Affiliated
Debtors (including all exhibits, schedules, appendices, and supplements thereto, and as amended,
modified, or supplemented from time to time, the Prepackaged Plan), through their disclosure
statement related to the Prepackaged Plan (the Disclosure Statement). On or around the date
that solicitation commenced, holders of over two-thirds of the aggregate principal amount of the
Debtors 11 3/8% senior secured notes due 2012 (the Required Consenting Noteholders) and
holders of approximately 70% of the preferred equity interests in BVNH (the Consenting
Equity Holders) entered into a restructuring support agreement, dated July 13, 2012 (as
amended, the Restructuring Support Agreement) whereby such parties agreed to support the
Prepackaged Plan. I understand that, after consideration of all votes that were submitted, the
Prepackaged Plan was accepted by 80% in dollar amount and 95% in number with respect to all
classes entitled to vote. As of the voting deadline (and excluding all late ballots) the Debtors
received acceptances from holders of 75% in amount and 95% in number of such holders
submitting a ballot. In addition, holders of 99.99% of the Existing Preferred Interests who voted
on the Prepackaged Plan voted in favor of the Prepackaged Plan. Only one significant holder of
Senior Secured Notes submitted a ballot to reject the Prepackaged Plan. The Debtors have filed
concurrently herewith a motion seeking, among other things, to schedule a combined hearing on
the confirmation of the Prepackaged Plan and approval of the Disclosure Statement.
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4. In order to enable the Debtors to operate effectively postpetition and toavoid the adverse effects of the chapter 11 filings, the Debtors have requested various types of
relief in first day applications and motions (the First Day Motions) filed with the Court,
including a motion seeking to have the Debtors chapter 11 cases consolidated for procedural
purposes and jointly administered (the Joint Administration Motion).
5. I submit this declaration pursuant to Rule 1007 of the Federal Rules ofBankruptcy Procedure and Rule 1007-2 of the Local Bankruptcy Rules for the Southern District
of New York (the Local Rules): (a) in support of the relief requested in the First Day
Motions; (b) to explain to the Court and other interested parties the circumstances that compelled
the Debtors to seek relief under the Bankruptcy Code; and (c) to provide certain information that
I understand is required by Local Rule 1007-2. Except as otherwise indicated, all facts set forth
in this declaration are based upon my personal knowledge and the knowledge I have acquired
from those who report to me, consultation with other officers of the Debtors, my review of
relevant documents, or my opinion based upon experience, knowledge and information
concerning the Debtors operations and financial condition. If called upon to testify, I could and
would testify competently to the facts set forth herein. I am duly authorized to submit this
declaration.
6. Part I of this declaration provides background with respect to the Debtorsbusiness, capital structure and reorganization efforts. Part II sets forth the relevant facts in
support of the Debtors First Day Motions. Part III provides the information that I understand is
required by Local Rule 1007-2.
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I. BACKGROUNDA. General.
7. The Company is a regulated provider of communications and informationtechnology solutions to business customers nationwide. Historically, the Company has focused
on markets across ten states throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington,
D.C. For the three months ended March 31, 2012, approximately 88% of the Companys total
revenue was generated from over 34,000 retail end users in a wide array of industries, including
professional services, health care, education, manufacturing, real estate, retail, automotive, non-
profit groups and others. For the same period, approximately 12% of total revenue was
generated from wholesale customers, carrier access fees and other market channels.
8. The Company offers a comprehensive product portfolio based onproviding bundled packages that include both network connectivity and telecomm and IT
applications, with a focus on addressing the needs of end users operating within complex
telecommunications infrastructures. The Company benefits from both a strong traditional
network infrastructure and software development expertise and proprietary technology. This
allows the Company to offer its customers more than just network access, but additionally a
product line that includes advanced, converged communications services, including cloud-based
services (as described below), on a cost-effective basis. The Company offers a full suite of
voice, data, internet and cloud-based systems and services to customers located within the
Companys traditional network infrastructure, which is deployed throughout the Northeast and
Mid-Atlantic regional markets. In addition, the Company offers cloud-based systems and
services to customers nationwide. That segment represents the greatest growth potential for the
Company.
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9. To provide comprehensive network connectivity to its nationwidecustomers, the Company utilizes its own network of telecommunications switches, data routers,
application servers and related equipment located in its switching locations and data centers, and
connects to other third parties networks. The Company purchases this connectivity from other
carriers for resale to its customers through various resale arrangements and various other
commercial agreements.
B. Industry Overview.10. The market for communications services, particularly local voice, has
been historically dominated by the incumbent local exchange carriers (ILECs) in the United
States, including Verizon Communications Inc. (Verizon), AT&T Inc. (AT&T),
CenturyLink Inc., Frontier Communications Corporation, FairPoint Communications, Inc.
(FairPoint) and Windstream Corporation. While the ILECs own substantially all of the local
exchange networks providing basic network access in their respective operating regions,
competitive communications providers, such as the Company, hold significant market share. In
recent years, the number of competitive communications providers in the United States has been
reduced due to industry consolidation and the fact that leading cable companies have entered the
residential and business communications markets, thereby reducing the market share held by
ILECs.
11. Increased complexity in delivering communications and IT services,together with what has been a challenging economic climate has driven business customers to
evaluate alternative approaches, including cloud-based applications and services. As competitive
pressures have commoditized more access services, cloud-based services represent growth
opportunities for competitive providers who are successful in tailoring cloud-based applications
to individual business needs.
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C. Products and Services.12. The Companys array of communications and IT services include cloud-
based services, voice and data communications services and value-added products and services.
The Companys products and services are offered with a range of alternatives and customized
packages, allowing the Company to meet the specific requirements and objectives of a large
number of potential business customers. The Companys sales and marketing initiatives focus
on bundling products and services into a single, tailored and competitively priced package for
each customer.
(1) Cloud Services.13. Cloud computing is the delivery of voice and data communications,
computing and storage capacity to end users from a remote location. More than just
connectivity, cloud-based services allow the actual storage space and software applications to be
stored off-site, or in the cloud, and accessed through a network connection.
14. OfficeSuite is the Companys cloud-based voice-over-IP (VoIP)communications solution, and is one of the Companys fastest-growing product lines. VoIP
technology allows for the delivery of voice communications and multimedia sessions over
networks such as the Internet. OfficeSuite packages business-grade VoIP with advanced
telephone equipment and managed network security into a unified communications package.
OfficeSuite features include unlimited local and long distance calls, online updates, secure
multi-site data networking and high-speed internet access. Customers can choose from a range
of different connectivity options at various price points as a customers access to cloud services
is not dependent on such customer being located within the Companys traditional network
infrastructure. In 2009, the Debtors acquired the source code and intellectual property
underlying the OfficeSuite software.
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15. In 2011, the Company introduced OfficeSuite ACD, a full-featuredcloud-based application integrated with OfficeSuite
that provides robust call center capabilities
for business customers, including advanced call routing, queuing, call recording, easy-to-use
reporting and functionality. OfficeSuite ACD delivers to business customers the advanced call
center features of other internal telephone connection systems without the need to invest capital
in on-site equipment or intensive IT support. It provides a suite of highly flexible capabilities
that enable quick and easy prioritization and distribution of incoming business calls, customized
hold treatments and advanced call routing options that factor in a number of customer-specified
parameters.
16. Along with network connectivity, the Companys cloud-based computingpackages also include bundled packages of subscription-based software and infrastructure
services. Thus, by connecting to the cloud, customers are additionally able to remotely access
business applications, including Microsoft Office and Microsoft Exchange. By providing these
cloud-based software and infrastructure services to its customers, the Company is able to provide
greater customer value as compared to solely providing network access, thereby increasing its
share of the customers overall communications and IT operational expenditures and at the same
time increasing the Companys monthly recurring revenue per customer.
(2) Other Value-Added Products and Services.17. The Company gives its customers the option to outsource necessary
management and maintenance services. Packaged solutions of day-to-day management and
ongoing maintenance include managed e-mail security, content filtering and online data backup
and recovery.
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(3) T-1 Based & Traditional Offerings.18. The Company also offers integrated voice and data packages. These
integrated offerings result in performance and cost efficiencies compared to purchasing discrete
services from separate competing carriers.
19. The Company provides customized voice packages that include featuressuch as call forwarding, call waiting, call transfer, calling number identification/calling name
identification, voicemail and direct inward dialing. The Company uses its own network elements
and those procured pursuant to contracts with Verizon, AT&T, FairPoint and other carriers, to
service its customers. In addition to the local service portfolio, the Company offers a range of
dedicated long-distance services.
20. The Company also offers ancillary long-distance services such as operatorassistance, calling cards and conference calling. In instances where a customer may have
locations outside the Companys network footprint, the Company resells the long-distance
services of other communications carriers through agreements with those carriers. The Company
generally sells or offers its long-distance services as part of a bundle that includes one or more
other service offerings. In addition, through arrangements with national IP network providers,
the Company offers certain services on a nationwide basis to business customers who have
locations outside of the Companys network footprint.
D. Service Agreements with Carriers.21. In order to provide certain services to its customers, the Company
purchases facilities and services from ILECs. Pursuant to Federal Communication Commission
(FCC) rules, the Company maintains certain interconnection agreements with ILECs through
which it secures access to the unbound network elements it uses to serve its customers. The
Company has interconnection agreements in effect with Verizon, FairPoint and AT&T, and is
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currently negotiating agreements with other ILECs to support its nationwide service offering.
The Company also maintains agreements with other, non-ILEC carriers for the provision of
network facilities, including fiber routes and high capacity loops and transport, internet service
providers, and local voice and data services. Through agreements with a number of different
long distance carriers the Company obtains toll services for resale to its customers. Additionally,
the Company maintains agreements with various entities for ancillary services such as out-of-
band signaling, directory assistance and 9-1-1.
E. Real Estate Facilities.22. The Debtors are headquartered in Rye Brook, New York. The Debtors do
not own any of their facilities, but lease fifteen material facilities in New York, Pennsylvania,
New Jersey, Washington D.C./Northern Virginia and Massachusetts consisting of seven offices
and eight switch locations. In addition, FCC rules generally require ILECs to permit
competitors, such as the Company, to colocate equipment used for interconnection and/or access
to the ILECs unbundled network elements. The Debtors maintain approximately 260 of these
colocations with Verizon and FairPoint within the Northeast and Mid-Atlantic regions.
F. Employees and Channel Partners.23. As of the Petition Date, the Debtors employed approximately 850
employees, and contracted with hundreds of agent channel partners who market and sell the
Companys products.
G. Regulation.24. The Company is subject to federal, state, local and foreign laws,
regulations, and orders affecting the rates, terms, and conditions of certain of its service
offerings, operations and relations with other service providers. The FCC has jurisdiction over
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the Companys facilities and services to the extent they are used in the provision of interstate or
international communications services.
25. State regulatory public utility commissions generally have jurisdictionover the Companys facilities and services to the extent they are used in the provision of
intrastate services. In addition, local governments may regulate aspects of the Companys
business through zoning requirements, permit or right-of-way procedures, and franchise fees.
Foreign laws and regulations apply to communications that originate or terminate in a foreign
country.
H.
Debtors Prepetition Capital Structure.
26. As of the Petition Date, the Debtors had approximately $335 million ofoutstanding liabilities under the ABL Facility, Senior Secured Notes (each as defined below) and
various capital leases. The Debtors prepetition capital structure is described in more detail
below.
(1) ABL Facility.27. Certain of the Debtors are borrowers under a $25 million five-year
revolving credit facility (the ABL Facility) governed by that certain Credit Agreement, dated
as of August 23, 2006 and amended as of July 27, 2007, November 23, 2010, December 8, 2011,
May 31, 2012 and July 19, 2012 (as further amended and modified, and together with any
ancillary documents, the Credit Agreement), by and among the borrowers, and The CIT
Group/Business Credit, Inc. (CIT), as administrative agent and lender.
28. Indebtedness under the ABL Facility is guaranteed by substantially all ofBVNHs direct and indirect subsidiaries that are not borrowers thereunder and is secured by a
first priority security interest in accounts, inventory, deposit accounts, cash, securities accounts,
investment property, lock boxes, capital stock and general intangibles, among other assets, and a
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second priority security interest in substantially all of the remainder of the Debtors assets. As of
the Petition Date, BVNH has approximately $13.9 million of outstanding borrowings under the
ABL Facility. On July 19, 2012, the ABL Facility was amended to extend the term through
September 5, 2012.
(2) Senior Secured Notes.29. On August 23, 2006, BVNH completed an offering of $210 million
aggregate principal amount of senior secured notes due 2012 (the 2006 Notes), and on May
14, 2007, BVNH completed an additional offering of $90 million aggregate principal amount of
senior secured notes due 2012 (together with the 2006 Notes, the Original Notes) issued
pursuant to that certain Indenture for 11 3/8% Senior Secured Notes due 2012, dated as of
August 23, 2006, and supplemented as of September 29, 2006, May 14, 2007 and May 31, 2007
among Broadview Networks Holdings, Inc., as Issuer, certain other Debtors, as Guarantors, and
The Bank of New York, as Trustee and Collateral Agent.
30. On November 14, 2007, BVNH exchanged $300 million of the OriginalNotes, representing 100% of the outstanding aggregate principal amount, for an equal principal
amount of a new issue of substantially identical debt securities that were registered under the
Securities Act of 1933, as amended (the Senior Secured Notes). Prior to the Petition Date
BVNH paid cash interest on the principal amount of the Senior Secured Notes at a rate of
11.375% per annum, which is due semi-annually on March 1 and September 1 of each year. The
Senior Secured Notes mature on September 1, 2012. Since the registration of the Senior Secured
Notes, the Debtors have filed periodic reports with the Securities Exchange Commission.
31. The obligations under the Senior Secured Notes are guaranteed on a seniorsecured basis, jointly and severally, by substantially all of BVNHs existing and future domestic
restricted subsidiaries. The Senior Secured Notes are secured by a lien on substantially all of the
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Debtors assets; provided, however, that pursuant to the terms of that certain Intercreditor
Agreement, dated as of August 23, 2006 and amended as of May 10, 2007, the security interest
in the Companys receivables, inventory, deposit accounts, securities accounts and certain other
assets that secure the Senior Secured Notes are contractually subordinated to the lien that secures
the ABL Facility.
(3) Capital Stock.32. BVNHs outstanding capital stock consists of authorized common stock
and preferred stock. There is no established public trading market for BVNHs outstanding
capital stock. As of March 31, 2012, there were: 87,254 outstanding shares of BVNHs Series A
Preferred Stock; 100,702 outstanding shares of BVNHs Series A-1 Preferred Stock; 91,187
outstanding shares of BVNHs Series B Preferred Stock; 62,756 outstanding shares of BVNHs
Series B-1 Preferred Stock; and 14,402 outstanding shares of BVNHs Series C Preferred Stock
(collectively, the Existing Preferred Interests). BVNH also has 9,286,759 outstanding
shares of Class A Common Stock and 360,050 shares of Class B Common Stock.
I. Events Leading to Chapter 11 Cases.33. During the last 18 months the Company and its management team
diligently explored potential transactions including mergers and acquisitions, refinancing and
restructuring in an effort to have sufficient capital leading up to September 1, 2012, the maturity
date for the Companys $300 million in Senior Secured Notes. In October 2010, the Company
retained Jefferies & Company, Inc. as its investment banker to evaluate strategic options, and in
December 2011, the Company retained Evercore Group, L.L.C. (Evercore) as its financial
advisor to assist the Company with respect to a refinancing or restructuring transaction.
34. As part of their engagements, the Debtors financial advisors worked withthe Board of Directors of BVNH and the Companys management to pursue strategic
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alternatives, including mergers or acquisitions, an investment in the Company, a sale of all or
substantially all of the assets of the Company, or a sale of certain operations or discrete assets of
the Company. In connection with such efforts, certain parties expressed preliminary interest in
various transactions with respect to the Debtors assets. For a variety of reasons, such
transactions did not develop. The Company also explored other strategic options, such as a
refinancing, including through a notes offering launched in June 2011 which due to, among other
things, the effects of global economic conditions on the debt market, could not be consummated.
35. During this time, the Company also sought to negotiate with its largestbondholders, and, in the second quarter of 2012, certain of the Debtors largest bondholders
retained legal and financial restructuring advisors to work with the Company to pursue a
potential balance sheet restructuring, while the Company was simultaneously continuing to
explore other opportunities. Due to macro-economic trends and trends specific to the
Companys industry, the Company was unable to obtain new financing or to achieve a sale
transaction with sufficient value to pay the Senior Secured Notes in full prior to maturity.
36. It became clear that a consensual balance sheet restructuring with holdersof the Senior Secured Notes was the Companys best option to maximize value for the
Companys stakeholders. Upon the execution of customary confidentiality agreements, the
Debtors provided certain bondholders with information regarding the Debtors operations,
projections and business plan to facilitate their ability to negotiate and assess a potential
restructuring plan with the Company. After good-faith, arms-length negotiations, the Debtors
reached an agreement with the Required Consenting Noteholders and the Consenting Equity
Holders, which agreement was memorialized by the Restructuring Support Agreement. Pursuant
to the terms of the Restructuring Support Agreement, the Required Consenting Noteholders and
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Consenting Equity Holders agreed to support a balance sheet restructuring pursuant to a
prepackaged chapter 11 plan in accordance with the terms of a term sheet attached to the
Restructuring Support Agreement.
37. Solicitation for votes to accept or reject the Prepackaged Plan waslaunched prior to the Petition Date on July 13, 2012. After a 30-day solicitation period, the
Debtors received votes in favor of the Prepackaged Plan from 80% of the holders of the Senior
Secured Notes and holders of 99.99% of the Existing Preferred Interests that voted. The
Company filed these cases on the Petition Date in order to consummate the Prepackaged Plan,
which was filed contemporaneously herewith. The Company has contemporaneously filed a
motion requesting a hearing date for the confirmation of the Prepackaged Plan, and the approval
of the Debtors disclosure statement and prepetition solicitation procedures. If consummated, the
restructuring transactions contemplated in the Prepackaged Plan will substantially de-lever the
Debtors and provide cost savings and additional needed liquidity for the Company.
J. The Prepackaged Plan.38. In accordance with the terms of the Restructuring Support Agreement,
prior to the Petition Date, the Debtors solicited votes on the Prepackaged Plan through the
Disclosure Statement. If consummated, the restructuring transactions contemplated in the
Prepackaged Plan will substantially de-lever the Debtors and provide cost savings and additional
needed liquidity for the Debtors by, among other things, reducing the amount of the Debtors
outstanding debt by half.
39. Generally, the Prepackaged Plan provides that:(a) holders of the Senior Secured Notes shall receive their pro rata
share of (i) 97.5% of the common stock (the New CommonStock) of reorganized BVNH subject to dilution by shares of NewCommon Stock issued pursuant to the management equity plan or
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upon exercise of the New Warrants (as defined below), and(ii) $150 million of new 10.5% senior secured notes due 2017;
(b) a new exit facility that will provide total borrowing availabilityupon consummation of the Prepackaged Plan of no less than$25 million;
(c) the repayment in full and termination of the Debtors obligationsunder the Existing ABL Facility if not previously repaid pursuantto the DIP Credit Facility;
(d) the issuance of (i) 2.5% of the New Common Stock, subject todilution by shares of New Common Stock issued pursuant to themanagement equity plan or upon exercise of the New Warrants,and (ii) two series of 8-year warrants to purchase up to (A) 11% ofthe New Common Stock, and (B) 4% of the New Common Stock(collectively, the New Warrants), in each case, subject to
dilution by the management equity plan to be issued on a pro ratabasis to holders of the Debtors outstanding existing preferredequity interests in exchange for the cancellation of such interests;
(e) the cancellation of all of the existing equity interests in BVNH;and
(f) the retirement of the Senior Secured Notes.II. SUMMARY OF FIRST DAY MOTIONS2
40.
To enable the Debtors to operate effectively and to avoid the adverse
effects of the chapter 11 filings, the Debtors have filed, or will file upon scheduling of a further
hearing by this Court, the motions described below.
41. In connection with the preparation for these bankruptcy cases, I havereviewed each of the First Day Motions referenced below. The First Day Motions were prepared
with my input and assistance, or the input and assistance of employees working under my
supervision. I believe the information contained in the First Day Motions is accurate and correct.
As set forth more fully below, I believe that the entry of orders granting the relief requested in
_______________________________
2 Capitalized terms used but not defined in this section have the meanings given them in the relevant First
Day Motion.
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these motions and applications is critical to the Debtors ability to preserve the value of their
estates and assist in their reorganization efforts.
A. Motions Related to Case Management.(1) Joint Administration Motion.
42. The Debtors seek the joint administration of their chapter 11 cases, 28 intotal, for procedural purposes only. I believe that it would be far more practical and expedient
for the administration of these chapter 11 cases if the Court were to authorize their joint
administration. Many of the motions, hearings, and other matters involved in these chapter 11
cases will affect all of the Debtors. Hence, joint administration will reduce costs and facilitate
the administrative process by avoiding the need for duplicative hearings, notices, applications,
and orders.
(2) Case Management Motion and Form and Manner of Notice.43. To ease the administrative burden of these cases on the Debtors estates,
the Debtors request relief regarding creditor lists and the form and manner of the notices in these
cases. The Debtors request entry of an order establishing omnibus hearing dates and certain
notice, case management, and administrative procedures. The Debtors further request entry of an
order: (a) waiving the requirement for filing a list of creditors; (b) authorizing the Debtors to file
a consolidated list of creditors; and (c) waiving the initial case conference if the Prepackaged
Plan is confirmed on or before sixty (60) calendar days after the Petition Date. I believe that the
relief requested will reduce the administrative costs of these cases and is in the best interests of
these estates.
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(3) Motion to Grant an Extension of Time to File Schedules and Statement ofFinancial Affairs and Waiving Same Upon Confirmation.
44. Prior to filing this case, the Debtors were unable to devote the resourcesnecessary to complete the Schedules due to the substantial time spent preparing for the chapter
11 filing and attending to operations. Furthermore, the Debtors have a significant number of
creditors and executory contracts and, thus, will require additional time to review their books and
records to accurately reflect their obligations and financial position in the Schedules.
Accordingly, the Debtors respectfully request additional time to finalize their Schedules.
45. Moreover, under the circumstances of these chapter 11 cases, I believethat the purposes of filing the Schedules and Statements generally have been fulfilled by other
means and that the completion of the Schedules and Statements cannot be justified given the
costs to the Debtors estates. To require the Debtors to file the Schedules and Statements would
be unnecessarily burdensome to the Debtors estates. Accordingly, I believe it is in the best
interests of the Debtors and their estates for this Court to waive the requirement that the Debtors
file their Schedules and Statements upon confirmation of the Prepackaged Plan.
(4) Motion to Approve Solicitation Procedures and ScheduleCombined Hearing on Disclosure Statement and Confirmation of
Prepackaged Plan.
46. In connection with the Prepackaged Plan, the Debtors prepared theDisclosure Statement describing, among other things, the proposed reorganization and its effects
on holders of claims against and interests in the Debtors. On or about July 13, 2012, the Debtors
caused a copy of the Disclosure Statement, the Prepackaged Plan and the appropriate ballots to
be delivered to each known holder of Senior Secured Notes Claims and Existing Preferred
Interests that was entitled to vote on the Prepackaged Plan. The Debtors established August 13,
2012 as the deadline for the receipt of votes to accept or reject the Prepackaged Plan (the
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Voting Deadline). As described above, the solicitation of votes on the Prepackaged Plan was
an overwhelming success. The Debtors have filed an affidavit of their voting agent certifying the
results of the solicitation of votes on the Prepackaged Plan.
47. The Disclosure Statement is extensive and comprehensive. It containsdescriptions and summaries of, among other things: (a) the Prepackaged Plan; (b) certain events
preceding the commencement of these chapter 11 cases; (c) claims asserted against the Debtors
estates; (d) securities to be issued under the Prepackaged Plan; (e) risk factors affecting the
Prepackaged Plan; (f) a liquidation analysis setting forth the estimated return that creditors would
receive in a hypothetical chapter 7 case; (g) financial information and valuations that would be
relevant to creditors determinations of whether to accept or reject the Prepackaged Plan; and (h)
securities law and federal tax law consequences of the Prepackaged Plan.
48. Based on my understanding of the solicitation and notice processconducted by the Debtors on a prepetition basis, I believe that the Debtors conducted a proper
solicitation of votes on the Prepackaged Plan and that no further notice is required.
B. Applications and Motions Related to the Retention of Professionals.(1) Application to Employ and Retain Willkie Farr & Gallagher LLP.
49. Concurrently herewith, the Debtors have filed an application to retainWillkie Farr & Gallagher LLP (WF&G) as counsel with regard to the filing and
administration of these chapter 11 cases. Prior to the Petition Date, WF&G was retained by the
Debtors as general corporate counsel, and more recently, has provided advice and assistance with
regard to financial restructuring, including the solicitation of the Prepackaged Plan and the
Disclosure Statement, as well as the preparation and commencement of these cases. The Debtors
desire to continue to employ WF&G to provide restructuring advice and services as is necessary
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and requested by the Debtors, including, without limitation, bankruptcy, debt restructuring,
corporate, litigation and tax services.
50. I understand that WF&Gs attorneys have extensive experience andknowledge in the fields of debtors and creditors rights, debt restructuring and corporate
reorganizations, tax, employee benefits and commercial litigation, among others. In addition,
WF&G has become familiar with the Debtors operations and businesses as a result of the
services it provided to the Debtors prior to the commencement of these cases. Accordingly, I
believe that WF&G is well qualified to represent the Debtors in these chapter 11 cases.
(2)
Application to Employ and Retain Evercore.
51. The Debtors have filed an application to employ and retain Evercore asinvestment banker and financial advisor to the Debtors. On or about December 19, 2011, and
after a diligent process by which the Debtors assessed competing advisors, the Debtors retained
Evercore to provide advice in connection with the Debtors attempts to complete a strategic
restructuring, reorganization, and/or recapitalization and to explore potential sales of assets. I
understand that Evercore has extensive experience in the fields of restructuring and providing
financial and operational guidance to companies in distressed situations and has provided
financial advisory services to debtors and creditors in other chapter 11 cases. I believe that
Evercore is well qualified to serve as investment banker and financial advisor to the Debtors by
virtue of this experience and its knowledge of the Debtors, their operations and their capital
structure that Evercore acquired through its prepetition representation of the Debtors.
Accordingly, I submit that the retention of Evercore as investment banker and financial advisor
is in the best interests of the Debtors estates, creditors and other parties-in-interest, and should
be granted.
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(3) Application to Employ and Retain Kurtzman Carson Consultants.52. The Debtors filed applications to retain Kurtzman Carson Consultants
LLC (KCC) as this Courts notice and claims agent, and administrative agent, for the Debtors
chapter 11 cases. I believe that the retention of KCC is critical because of the large number of
creditors identified in these cases.
53. I understand that KCC is a data processing firm with extensive experiencein noticing, claims processing, balloting and other administrative tasks in chapter 11 cases. In
accordance with the Protocol for the Employment of Claims Agents, dated November 15, 2011,
issued by the Clerk, the Debtors solicited bids from three prominent bankruptcy claims and
noticing agents prior to selecting KCC and believe KCCs rates are reasonable given the quality
of KCCs services and KCCs prior bankruptcy expertise. Given the need for the services
described above and KCCs expertise in providing such services, I believe that retaining KCC
will expedite service of notices, streamline the claims administration and balloting processes, and
permit the debtors to focus on their reorganization efforts.
C. Motions Related to Financing of Operations.(1) Motion to Authorize Continued Use of the Debtors
Cash Management System, Bank Accounts and Business Forms.
54. In the ordinary course of their businesses prior to the Petition Date, and asis typical with business organizations of similar size and scope, the Debtors maintained a
centralized cash management system to collect, transfer, and disburse funds generated through
their operations efficiently and to record such transactions accurately (the Cash Management
System).
55. It is my understanding that the U.S. Trustee has established certainguidelines which require chapter 11 debtors to, among other things, close all existing bank
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accounts and obtain, establish and maintain separate debtor-in-possession accounts, and utilize
new checks for all debtor-in-possession accounts, which bear the designation Debtor in
Possession and contain certain other information related to the chapter 11 case. The Debtors
request a waiver of the requirement that the Debtors open new bank accounts.
56. I believe that the Debtors existing cash management and intercompanyaccounting procedures are essential to the orderly operation of the Debtors businesses. A new
Cash Management System could cause confusion, disrupt payroll, introduce inefficiency when
efficiency is most essential, and strain the Debtors relationships with critical third parties, each
of which could diminish the prospects for a successful reorganization. Thus, the Debtors seek
authorization to continue the management of their cash receipts and disbursements in the manner
in which they were handled immediately prior to the Petition Date.
57. In addition, I understand that section 345(b) of the Bankruptcy Codecontains certain deposit, investment and reporting requirements. The Debtors believe their
current Cash Management System meets those requirements.
58. The Debtors also respectfully request that the Court authorize the Debtorsto treat all intercompany claims arising after the Petition Date in the ordinary course of business
as superpriority administrative expenses, junior in all respects to the superpriority claims of the
Debtors postpetition secured lenders and subject to the adequate protection liens granted to the
Debtors prepetition secured lenders. If the Court authorizes the Debtors to treat these
Intercompany Claims as administrative expenses, then each entity utilizing funds flowing
through the Cash Management System will continue to bear ultimate repayment responsibility
for such entitys individual obligations.
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59. I believe that allowing the Debtors to maintain their Cash ManagementSystem would be in the best interests of the Debtors estates, creditors and other parties in
interest.
(2) Motion to Approve Debtor-in-Possession Financing.60. The Debtors seek authority to enter into a debtor-in-possession financing
facility, grant senior liens, junior liens and superpriority administrative expense status, use cash
collateral, provide adequate protection to prepetition lenders and schedule a final hearing with
respect to the relief requested, all as more fully described in the motion.
61. Upon the execution of customary confidentiality agreements, the Debtorsprovided CIT with information regarding the Debtors operations, projections and business plan
to facilitate their ability to negotiate a potential debtor-in-possession credit facility for the
Company. The Debtors intend to enter into a senior secured, superpriority debtor-in-possession
revolving credit agreement (the DIP Facility) in the amount of up to $25 million, structured as
a revolving credit facility that will be provided by The CIT Group/Business Credit, Inc. While
the Company currently projects that it will have sufficient cash to fund its ongoing operations
during the course of these cases, the Company, in its business judgment, believes that the DIP
Facility is needed in the event that the Debtors chapter 11 cases last longer than anticipated or
the Debtors financial results or cash flows are weaker than expected and to provide comfort to
third parties, such as the Companys vendors, regarding the adequacy of the Debtors liquidity.
62. The reasons supporting the Debtors request for authority to obtainpostpetition financing under the DIP Facility and to use cash claimed as collateral (Cash
Collateral) are compelling. As explained in greater detail in the relevant motion, the DIP
Facility will be used to provide liquidity for working capital and other general corporate
purposes of the Debtors, subject to the Budget (as defined in the DIP Facility). Cash held by the
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Debtors prior to the Petition Date, including some cash that is Cash Collateral, will provide the
Debtors with funds necessary for the operation of their business, including meeting their payroll
and vendor obligations. Without the immediate use of Cash Collateral, the Debtors may be
unable to fund their operations. I believe that access to Cash Collateral and the funds available
under the DIP Facility is crucial to the Debtors ability to maintain their businesses and to avoid
immediate and irreparable harm to their estates, employees, customers and creditors.
63. I understand that Evercore, the Debtors financial advisors, contacted six(6) third-party lenders who are active in the debtor-in-possession financing market and each
indicated that it would not be willing to extend postpetition financing to the Debtors on an
unsecured or junior basis. In addition, on August 6, 2012, the Debtors received a non-binding
proposal for potential debtor-in-possession financing. This proposal was accompanied by a term
sheet for an alternative plan and was not available to the Debtors as a stand-alone financing
alternative.
64. Ultimately, the Debtors determined, given their need for the DIP Facilityand discussions with other potential lending sources, that the financing provided under the DIP
Facility was the best financing available on comparable terms. Moreover, pursuant to the terms
of their Intercreditor Agreement the Senior Secured Noteholders have consented to the priming
of their liens granted under the DIP Facility.
D. Motions Related to Employee Matters.(1) Motion for Authorization to Pay Certain Prepetition Claims of Employees.
65. Concurrently herewith, the Debtors have filed a motion seeking authorityto, among other things, satisfy certain of their prepetition obligations to their current employees
(the Employees), reimburse Employees for prepetition expenses that were incurred on behalf
of the Debtors and pay prepetition payroll-related taxes associated with the Companys employee
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wage claims and the employee benefit obligations, and other similar tax obligations. This relief
is critical to the Debtors businesses and reorganization efforts.
66. In order to achieve a successful reorganization, it is essential that theEmployees work with the same or greater degree of commitment and diligence as they did prior
to the Petition Date. The requested authority to continue to pay the Employees prepetition
salaries and wages and to maintain the current employee benefits programs is critical to ensure
that: (a) the Debtors can retain personnel knowledgeable about the Debtors businesses; (b) the
Debtors Employees continue to provide quality services to the Debtors at a time when they are
needed most; and (c) the Debtors remain competitive with comparable employers.
67. If this motion were not granted, I believe that it would result in asignificant deterioration in morale among Employees, which undoubtedly would have a
devastating impact on the Debtors, their customers, the value of estate assets and the Debtors
ability to reorganize. The total amount to be paid if the relief sought in the motion is granted is
modest compared with the size of the Debtors estates and the importance of the Employees to
the restructuring effort. I believe authorizing the Debtors to pay these obligations in accordance
with the Debtors prepetition business practices is in the best interests of the Debtors, their
creditors, and all parties in interest, and will enable the Debtors to continue to operate their
businesses without disruption in an economic and efficient manner.
68. For the reasons set forth above, I believe that granting the requested reliefis in the best interests of the Debtors, their creditors, and all parties in interest.
(2) Motion for Authorization to Pay Certain Prepetition Claims of IndependentSales Agents.
69. In the ordinary course of their businesses, the Debtors utilize the servicesof approximately 300 sales agents, who are engaged as independent contractors (the
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Independent Sales Agents). Historically, 25-30% of the Debtors new business is generated
by Independent Sales Agents and that percentage is expected to rise. As an integral part of the
Debtors sales force, the Independent Sales Agents are essential to the Debtors ability to generate
new business and revenue. The services of these parties cannot be replaced at reasonable costs
or without substantial hardship to the Debtors. The Debtors have filed a motion seeking
authority to, among other things, satisfy their prepetition obligations to their Independent Sales
Agents, and for the reasons set forth above, I believe that granting the requested relief is in the
best interests of the Debtors, the creditors, and all parties in interest.
E.
Certain Other Motions.
(1) Motion to Provide for Adequate Assurance to Utilities.70. In connection with the operation of their businesses and management of
their properties, the Debtors obtain water, natural gas, electricity and other similar utility
products and services (collectively, the Utility Services) from approximately seven (7) utility
companies (collectively, the Utility Companies). The Debtors also have relationships with
certain carriers (the Carriers) by which the Debtors purchase facilities and services (the
Carrier Services). The Debtors are seeking an order of this Court prohibiting the Utility
Companies and Carriers (collectively, the Service Providers) from altering or discontinuing
services and deeming the Service Providers adequately assured of future performance by virtue
of the Debtors proposed adequate assurance.
71. To provide adequate assurance of payment for future services to theUtility Companies, the Debtors proposeto provide a deposit equal to two (2) weeks of Utility
Service, calculated as a historical average over the past twelve (12) months, to any Utility
Company who requests such a deposit (the Adequate Assurance Deposit). To provide
adequate assurance of payment for future services to the Carriers, the Debtors propose to pay all
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undisputed invoices related to prepetition and postpetition Carrier Services in the ordinary course
of business (the Carrier Adequate Assurance).
72. I believe that the Debtors Adequate Assurance Deposit and CarrierAdequate Assurance constitute sufficient adequate assurance to the Utility Companies and
Carriers, respectively. However, in light of the severe consequences to the Debtors of any
interruption in services by the Service Providers and the recognition that Service Providers have
the right to evaluate the proposed adequate assurance on a case-by-case basis, if any Service
Provider believes additional assurance is needed, the Debtors have proposed procedures for the
Service Providers to request such additional adequate assurance. I believe these procedures, as
outlined in the motion, are not only fair and reasonable, but also necessary for the Debtors
stability. Furthermore, the Debtors fully intend to timely comply with their postpetition
obligations to Service Providers.
73. I believe that without the relief requested in the motion, the Debtors couldbe harmed by having to address numerous requests by Service Providers in an unorganized
manner at a critical period in their reorganization efforts.
(2) Motion to Authorize Payment of Certain PrepetitionGeneral Unsecured Claims and Other Unimpaired Claims.
74. In light of the anticipated short duration of these prepackaged chapter 11cases and the proposed unimpairment and payment in full of general unsecured claims pursuant
to the terms of the Prepackaged Plan, the Debtors seek the entry of an order authorizing but not
directing the Debtors to pay the undisputed, prepetition unsecured claims that are not otherwise
covered by First Day Motions, as they come due in the ordinary course of business (collectively,
the Eligible General Unsecured Claims). In exchange, the Debtors may, as appropriate and
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necessary, seek agreements from general unsecured creditors to continue to extend prepetition
trade credit terms to the Debtors for the duration of these chapter 11 cases.
75. The overall purpose of these chapter 11 cases and the Prepackaged Plan isto implement a consensual balance sheet restructuring for the Debtors with payment in full to,
among others, all of the Debtors trade and other unsecured creditors. If these cases proceed as
anticipated, the Debtors will have sufficient liquidity through debtor-in-possession financing and
the use of their cash collateral to maintain and enhance their position as a national
communications and information technology solutions provider even while the chapter 11 cases
are pending. This continuation of business as usual is important to stave off any loss of
confidence regarding the Debtors ability to honor their obligations, which would undermine the
goals of the Prepackaged Plan and reduce the value of the Debtors estates. Accordingly, it is
critical that the Debtors assure the general unsecured creditors that they have sufficient authority
to continue to honor their obligations in the ordinary course throughout these cases.
76. The requested relief is not an attempt to prioritize certain claims overothers and is consistent with the terms of the Prepackaged Plan which proposes to unimpair the
claims of all general unsecured creditors, including the Eligible General Unsecured Claims.
Moreover, payment of the Eligible General Unsecured Claims in the ordinary course of business
will ease the administrative burden on the Debtors estates pending confirmation of the
Prepackaged Plan by eliminating the need for a bar date and claims procedures.
77. Accordingly, the Debtors request the authority to pay the undisputedprepetition claims of general unsecured creditors who agree, as applicable, to continue to provide
their goods and services on the customary credit terms that existed 120 days prior to the Petition
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Date and are not otherwise covered in the First Day Motions (e.g., carriers) as they come due in
the ordinary course of business, or on such other mutually agreeable terms and conditions.
78. For the reasons stated above, I believe that the relief sought therein isnecessary for a successful reorganization and is in the best interests of the Debtors and their
estates.
(3) Motion to Authorize Debtors to Honor Prepetition Customer Programs.79. Prior to the Petition Date and in the ordinary course of their businesses,
the Debtors sought to develop and sustain a positive reputation in the marketplace through the
implementation of certain customer programs (the Customer Programs), including discount
contracts, rebates, wholesale customer deposits, a landlord customer program, and upfront
maintenance billing. The termination of the Customer Programs would undoubtedly have an
adverse effect on the Debtors businesses and their ability to reorganize. Therefore, I believe
that the continuation of the Customer Programs is necessary to preserve the Debtors critical
customer relationships and is in the best interests of the Debtors and their estates. As of the
Petition Date, the Debtors estimate that they have a prepetition cash liability of approximately
$800,000 under the Customer Programs.
(4) Motion for Authority to Pay CertainPrepetition Sales, Use and Other Taxes and Regulatory Fees.
80. The Debtors seek entry of an order authorizing them to pay variousprepetition sales and use taxes, including a three percent federal excise tax, (collectively, the
Trust Fund Taxes), other taxes (the Other Taxes), and certain licensing, permitting and
regulatory fees (the Regulatory Fees and together with the Trust Fund Taxes and Other Taxes,
the Taxes) to various federal, state and local taxing authorities (the Taxing Authorities). In
the ordinary course of their businesses, the Debtors collect the Trust Fund Taxes from customers,
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and then send a schedule of the taxes collected to their tax auditor, who calculates the actual
amounts owed to each Taxing Authority. Based on these calculations, the Debtors transmit the
amounts owed to a third-party accounts payable service provider (the Third-Party Payor) that
ultimately transmits the Trust Fund Taxes to the appropriate Taxing Authority. The Debtors
estimate that the total amount of prepetition Trust Fund Taxes owing to the Taxing Authorities
will not exceed approximately $1.4 million. In addition, the Debtors are required to pay Other
Taxes to certain of the Taxing Authorities in order to obtain a license or permit to operate their
businesses within the applicable Taxing Authoritys jurisdiction, and Regulatory Fees including
FCC fees and fees to various state public utility commissions, many of which the Debtors also
pay to the Applicable Authorities through the Third-Party Payor. The Debtors estimate that the
total amount of prepetition Regulatory Fees and Other Taxes owing to the Applicable Authorities
will not exceed approximately $106,000 and $662,000, respectively.
81. Payment of the prepetition Taxes is critical to the Debtors continued,uninterrupted operations. The Debtors failure to pay these obligations may cause the Taxing
Authorities to take precipitous action, including, but not limited to, seeking to lift the automatic
stay, and imposing personal liability on the Debtors officers and directors, which would disrupt
the Debtors day-to-day operations and could potentially impose significant costs on the Debtors
estates. Further, failure to pay the prepetition Taxes could impact the Debtors applications to
receive state and FCC approval for their restructuring.
82. I believe that the authority to pay both the Third-Party Payor and theTaxing Authorities in accordance with the Debtors prepetition business practices is in the best
interest of the Debtors and their estates.
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(5) Motion to Restrict the Purchase orSale of Certain Claims Against, and Equity Interests In, the Debtors.
83. The Debtors seek entry of an order restricting the purchase and sale ofcertain claims against, and equity interests in, the Debtors during the pendency of these cases in
order to both aid the required change of control applications (the Regulatory Applications)
with the FCC and various state public utility companies (the PUCs) and to preserve the
Debtors valuable tax attributes. Prior to the Petition Date, the FCC and various PUCs issued
licenses to certain Debtors authorizing them to provide competitive interstate and international
telecommunications services. These licenses are essential to the operation of the Debtors
businesses. In order to maintain such licenses, the Debtors are required to file the Regulatory
Applications with the FCC and applicable PUCs for the approval of any change of control of
BVNH. The Regulatory Applications must include, among other information, the identity of
significant equityholders of BVNH (the Equityholder Information).
84. As the transactions contemplated by the Prepackaged Plan will cause achange in control of BVNH, the Debtors have submitted the Regulatory Applications to the
applicable PUCs prior to the Petition Date, and intend to submit the Regulatory Application to
the FCC in the near term. To ensure that the Debtors are in possession of all Equityholder
Information required to be disclosed in the Regulatory Applications, the Debtors request that the
Court require certain Senior Secured Noteholders or transferees thereof, other than the Required
Consenting Noteholders (whose disclosure requirements are governed by the Restructuring
Support Agreement), to provide the Debtors with the Equityholder Information.
85. Further, pending the approval of the Regulatory Applications, certainchanges in both the identity of the significant equityholders and the amount of their ownership
interests in BVNH that were previously disclosed in the Regulatory Applications may require the
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Debtors to amend the Regulatory Applications, which could delay their approval. Thus, the
Debtors request that the Court restrict the purchase or sale of Senior Secured Notes during the
pendency of these cases to the extent that such purchase or sale could require the Debtors to
amend he Regulatory Applications.
86. In addition, the Debtors estimate that, as of June 30, 2012, they hadconsolidated net operating tax loss carryforwards (the NOLs) of at least $213,568,000. As the
Debtors NOLs are valuable assets of the estates, the availability of these tax savings may prove
beneficial to the financial health and going concern value of the Debtors. In order to protect and
preserve their NOLs and other tax assets, the Debtors request that the Court authorize certain
notice and hearing procedures governing the transfer or trading in, or any claims of
worthlessness with respect to, any class or series of the common stock or the preferred stock of
BVNH.
87. I believe that the proposed restrictions upon trading certain claims against,and equity interests in, the Debtors is in the best interest of the Debtors and all of their
constituents, as the restrictions on trading Senior Secured Notes will facilitate the approval of the
Regulatory Applications as expeditiously as possible, thus allowing for a timely consummation
of the Prepackaged Plan, and the restrictions on trading BVNHs equity securities are necessary
to avoid the irreparable harm that could be caused by limitations on the Debtors ability to offset
future taxable income.
III. INFORMATION REQUIRED BY LOCAL RULE 1007-288. It is my understanding that Local Rule 1007-2 requires certain information
related to the Debtors, which is set forth below.
89. As noted on Exhibit A, an ad hoc committee of holders of Senior SecuredNotes was formed prior to the Petition Date.
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90. Concurrently herewith, the Debtors have filed a motion for authorizationto file a list of the thirty (30) largest unsecured creditors on a consolidated basis. Exhibit B
hereto provides the following information with respect to each of the holders of the Debtors
thirty (30) largest unsecured claims: (a) each creditors name, address (including the number,
street, apartment or suite number, and zip code, if not included in the post office address) and
telephone number; (b) the nature and approximate amount of such creditors claim; and (c) an
indication of whether the claim is contingent, unliquidated, disputed, or partially secured.
91. Exhibit C hereto provides the following information with respect to theholders of the five (5) largest secured claims against the Debtors: (a) the creditors name,
address (including the number, street, apartment or suite number, and zip code, if not included in
the post office address) and telephone number; (b) the amount of the claim; (c) a brief
description of such creditors claim; (d) if known, an estimate of the value of the collateral
securing the claim; and (e) whether the claim or lien is contingent, unliquidated or disputed.
92. Exhibit D hereto provides a summary of the Debtors assets and liabilities.93. Exhibit E hereto provides the number and classes of shares of stock,
debentures, and other public securities of the Debtors that are publicly held and the number of
holders thereof.
94. Exhibit F hereto sets forth a list of the property of the Debtors in thepossession or custody of a custodian, public officer, mortgagee, pledgee, assignee of rents, or
secured creditor, or agent for any such entity.
95. Exhibit G hereto sets forth a list of the owned or leased premises fromwhich the Debtors operate their businesses.
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96. Exhibit H hereto sets forth the location of the Debtors substantial assetsand the location of their books and records.
97. Exhibit I hereto sets forth the nature and present status of each action orproceeding, pending or threatened, against the Debtors or their property where a judgment or
seizure of their property may be imminent.
98. Exhibit J hereto provides a list of the names of the individuals whocomprise the Debtors existing senior management, their tenure with the Debtors and a brief
summary of their relevant responsibilities and experience.
99.
Exhibit K hereto sets forth the estimated amount to be paid to:
(a) employees; (b) officers, stockholders and directors; and (c) financial and business consultants
retained by the Debtors, for the thirty (30) day period following the Petition Date.
100. Exhibit L hereto sets forth a list of the Debtors estimated cash receiptsand disbursements, net gain or loss, and obligations and receivables expected to accrue that
remain unpaid, other than professional fees for the thirty (30) day period following the Petition
Date.
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34
CONCLUSION
In furtherance of their reorganization efforts, the Debtors respectfully request that
orders granting the relief requested in the First Day Motions be entered.
Dated: August 22, 2012Broadview Networks Holdings, Inc., et al.,Debtors and Debtors in Possession
/s/ Michael K. Robinson_____________________Michael K. RobinsonPresident and Chief Executive Officer
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SCHEDULE 1
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EXHIBIT A
Committees Organized Prior to the Order for Relief
To the best of the Debtors knowledge and pursuant to Local Rule 1007-2(a)(3), the
following entities formed the following ad hoc committee prior to the Petition Date:
Type of Committee Names of Committee
Members1
Counsel for Committee
Ad Hoc Committee of Holdersof Senior Secured Notes
BlackRock FinancialManagement, Inc.
Fidelity Management &Research Company
MSD Credit OpportunityMaster Fund, L.P.
Watershed AssetManagement, L.L.C.
Dechert LLP1095 Avenue of the AmericasNew York, NY 10036Attn: Michael Sage, Esq.
_______________________________
1 The members of the ad hoc committee are to the best of the Debtors knowledge and are based oninformation provided to the Debtors by counsel to the ad hoc committee.
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EXHIBITB
30 Largest Unsecured Claims1
(on a consolidated basis)
Name of creditor and
complete mailing address,
including zip code
Name, telephone number, and
fax number of employees,
agent or department of
creditor familiar with claim
who may be contacted
Nature of
claim
(trade debt,
bank loan,
government
contract, etc.)
Amount of
claim as of
8/8/20122
Indicate if
claim
is contingent,
unliquidated,
disputed, or
subject to
setoff
Verizon Communications Inc.PO Box 37210Baltimore, MD 21297
Sherry A [email protected]
Ron [email protected]: (972) 316.3827
476 Conowingo RoadConowingo, MD 21918
Trade Debt 5,178,453
Thomson Reuters Inc.PO Box 6016Carol Stream, IL
Mercy HendonTel: (800) 327-8829 x 511
3 Times SquareNew York, NY 10036
Trade Debt 1,212,888
Global CrossingTelecommunicationsPO Box 24Champaign, IL 61824
Allen [email protected]: (585) 255-1892
110 East 59th
StreetNew York, NY 10022Tel: (212) 920-8201
1 Penn Plaza # 4530New York, NY 10123Tel: (212) 962-1776
Trade Debt 475,814
Empirix Inc.20 Crosby DriveBedford, MA 01730
George BryanTel: (781) 266-3200 Trade Debt 432,229
Sutherland Global Services1160 Pittsford-Victor RoadPittsford, NY 14534
Sento PolitoTel: (585) 705-2390 Trade Debt 410,569
UnitedHealthcare InsuranceCompany of New York22703 Network PlaceChicago, IL 60673
Melissa EdisonTel: (603) 665-5668 Trade Debt 402,970
TNS, Inc.PO Box 849985Dallas, TX 75284
Sharon [email protected]: (866) 421-6984
4501 Intelco Loop
Olympia, Washington 98503
Trade Debt 157,525
_______________________________
1 The information herein shall not constitute an admission of liability by, nor is it binding on, any of theDebtors.
2 These claim amounts represent maximum potential liabilities as of 8/8/2012. Any actual amounts owedmay be significantly lower.
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Name of creditor and
complete mailing address,
including zip code
Name, telephone number, and
fax number of employees,
agent or department of
creditor familiar with claim
who may be contacted
Nature of
claim
(trade debt,
bank loan,
government
contract, etc.)
Amount of
claim as of
8/8/20122
Indicate if
claim
is contingent,
unliquidated,
disputed, or
subject to
setoff
Independence Blue CrossPO Box 70250Philadelphia, PA 19176
Farah NewcombTel: (610) 238-6528Alt: (215) 241-2000
1901 Market StreetPhiladelphia, PA 19103
Trade Debt 156,153
Sidera NetworksPO Box 644444Pittsburgh, PA 15264
Jan [email protected]: (484) 461-6058Alt: (215) 872-6212
196 Van Buren StreetHerndon, VA 20170
Trade Debt 116,891
Data Connection Limited12007 Sunrise Valley DriveSuite 250
Reston, VA 20191
D.W. BookerTel: (442) 836-6117 Trade Debt 109,557
MCI WorldComPO Box 96022Charlotte, NC 28296
Patty [email protected]: (918) 590-5511
Trade Debt 106,830
Lightower Fiber NetworksPO Box 30279New York, NY 10087
[email protected]@lightower.com
80 Central StreetBoxborough, MA 01719Tel: 978-264-6000
Trade Debt 99,413
EPlus Technology, Inc.469 Seventh Avenue5th FloorNew York, NY 10018
Greg BartoloTel: (212) 401-5016 Trade Debt 95,581
AT&TPO Box 105068Atlanta, GA 30348
Kathy Brennan
[email protected]: (800) 251-0103
4513 Western AvenueLisle, Illinois 60532
Trade Debt 92,715
FairPoint Communications, IncPO Box 37210Baltimore, MD 21297
Pauline [email protected]
770 Elm StreetManchester, NH 03101
Trade Debt 89,756
AboveNet Communications, Inc.PO Box 785876
Philadelphia, PA 19178
Gladys [email protected]
Dendariarena [email protected]: (914) 421-6755
William Scheppy, Tax Manager360 Hamilton Avenue7th FloorWhite Plains, NY 10601
Trade Debt 87,120
Neustar, Inc.PO Box 403034Atlanta, GA 30348
Rashmo [email protected]
21575 Ridgetop CircleSterling, VA 20166
Trade Debt 69,998
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Name of creditor and
complete mailing address,
including zip code
Name, telephone number, and
fax number of employees,
agent or department of
creditor familiar with claim
who may be contacted
Nature of
claim
(trade debt,
bank loan,
government
contract, etc.)
Amount of
claim as of
8/8/20122
Indicate if
claim
is contingent,
unliquidated,
disputed, or
subject to
setoff
Sprint CorporationPO Box 873455Kansas City, MO 64187
Janice [email protected]: (877) 866-3840
6200 Sprint ParkwayOverland Park, KS 66251
Trade Debt 57,252
Sunesys202 Titus AvenueWarrington, PA 18976
Steve HartmanTel: (267) 927-2000Fax: (267) 927-2090
Trade Debt 37,000
Community Parents, Inc.90 Chauncey StreetBrooklyn, NY 11233
Cynthia CummingsTel: (718) 771-3498 Trade Debt 30,793
Windstream CommunicationsPO Box 60549C/O Bank of America
St. Louis, MO 63160
Charles [email protected]: (501 )748-6594
4001 North Rodney Parham RoadLittle Rock, AR 72212
Trade Debt 30,285
PAETEC Communications, Inc.One PAETEC Plaza600 Willowbrook Office ParkFairport, NY 14450
Suzanne [email protected] Trade Debt 29,227
VSS Monitoring, Inc.1850 Gateway DriveSuite 500San Mateo, CA 94404
Ricky ChanTel: (650) 697-8770Fax: (650) 697-8779
Trade Debt 28,394
World Data Products, Inc.M & I 96PO Box 1414Minneapolis, MN 55480
Jon HautalaTel: (952) 249-3282Fax: (952) 449-6326
121 Cheshire Lane#100Minnetonka, MN 55305
Trade Debt 27,1740
Visual Systems Group, Inc.7900 Westpark DriveSuite T-610McLean, VA 22102
Tammy RobesonTel: (703) 848-8217 Trade Debt 25,748
IPNETZONE Communications,Inc.38-31 Crescent Street2nd FloorLong Island City, NY 11101
Tina HarbaughTel: (646) 254-6800Fax: (724) 430-6351
Trade Debt 25,542
Pricewaterhouse Coopers LLP18 York StreetSuite 2600Ontario, CA M5J 0B2
Kent SmithTel: (613) 755-8742 Trade Debt 21,409
OneSource Building Technologies,
Inc.8300 Cypress Creek ParkwaySuite 100Houston, TX 77070
Derrick CazaresTel: (832) 782-6161 Trade Debt 20,066
Konica Minolta Business Solutions21146 Network PlaceChicago, IL 60673
Annette WarnerTel: (800) 896-2590 x 3531 Trade Debt 19,967
TeleBill Inc.6 North Main StreetSuite 214BFairpoint, NY 14450
Kelly HosmerTel: (585) 388-3360 Trade Debt 18,000
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EXHIBIT C
Holders of Five Largest Secured Claims Against the Debtors1
Creditor Mailing Address and
Phone Number
Counsel2 Approximate
Amount ofClaim3
Descript
I
The Bank of NewYork in itscapacity asTrustee, CollateralAgent and SecondPriority Agent forthe 11.375%Senior Secured
Notes
The Bank of New York101 Barclay Street, 8WNew York, NY 10286Attn: Latoya S. Elvin(212) 815-5704
Emmet, Marvin & Martin, LLP120 Broadway, 32nd FloorNew York, NY 10271Attn: Bayard S. Chapin, Esq.
$317.1 million
Second pinterest ininventoryaccounts thereto, locapital stsubsidiaramong ota first pri
interest inall of the the Debto
_______________________________
1 The Debtors have included all information reasonably available to them. In addition to the secured creditors listed hsecured leases.
2 The Debtors have provided information for counsel that are known to the Debtors as of the date hereof to creditors th
the date hereof.
3 These figures are inclusive of principal and accrued interest.
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The CIT Group/Business Credit,Inc. in its capacityas Administrative
Agent and FirstPriority Agent forthe $25,000,000Credit Agreement,dated as of August23, 2006
The CIT Group/Business Credit, Inc.
11 W. 42nd
StreetNew York, NY 10038Attn: Evelyn Kusold(212) 461-7725
Stradley Ronon Stevens & YoungLLP
2005 Market Street, Suite 2600Philadelphia, PA 19103Attn: Gary P. Scharmett, Esq. andPaul A. Patterson, Esq.
$14.0 million
First priointerest ininventoryaccounts thereto, locapital st
subsidiaramong ota second security isubstantiremaindeDebtors
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EXHIBIT D
Summary of Debtors Assets and Liabilities
(unaudited) (audited)
(In thousands, except share amounts)
Mar. 31,
2012
Dec. 31,
2011ASSETS
Current assets:Cash and cash equivalents $9,793 $22,924
Certificates of deposit 1,764 2,396Investment securities 13,567 13,567Accounts receivable, less allowance for doubtful accounts of $14,536 and $10,664 30,617 33,132Other current assets 10,995 9,877
Total current assets 66,736 81,896Property and equipment, net 78,665 80,593Goodwill 98,238 98,238Intangible assets, net of accumulated amortization of $40,653 and $39,747 8,875 9,747Other assets 5,805 6,259
Total assets $258,319 $276,733LIABILITIES AND STOCKHOLDERS DEFICIENCY
Current liabilities:Revolving credit facility $16,112 $17,122Senior secured notes 300,532 300,840
Accounts payable 7,381 8,105Accrued expenses and other current liabilities 19,615 29,055
Taxes payable 6,545 7,895Deferred revenues 7,984 8,045Current portion of capital lease obligations 1,775 1,867
Total current liabilities 359,954 372,929
Long-term debt Deferred rent payable 4,023 3,775Deferred revenues 1,053 1,038
Capital lease obligations, net of current portion 2,299 2,726
Deferred income taxes payable 5,221 4,979Other 808 980Total liabilities 373,358 386,427Stockholders deficiency:Common stock A $.01 par value; authorized 80,000,000 shares, issued 9,342,509 shares, and
outstanding 9,333,680 shares 107 107Common stock B $.01 par value; authorized 10,000,000 shares, issued and outstanding 360,050
shares 4 4Series A Preferred stock $.01 par value; authorized 89,526 shares, designated, issued and
outstanding 87,254 shares entitled in liquidation to $198,792 and $176,623 1 1Series A-1 Preferred stock $.01 par value; authorized 105,000 shares, designated, issued and
outstanding 100,702 shares, entitled in liquidation to $229,430 and $203,845 1 1Series B Preferred stock $.01 par value; authorized 93,180 shares, designated, issued and
outstanding 91,187 shares entitled in liquidation to $207,752 and $184,585 1 1
Series B-1 Preferred stock $.01 par value; authorized 86,000 shares, designated and issued 64,986
shares and outstanding 64,633 shares entitled in liquidation to $147,254 and $130,834 1 1Series C Preferred stock $.01 par value; authorized 52,332 shares, designated, issued and
outstanding 14,402 shares entitled in liquidation to $25,376 and $21,717
Additional paid-in capital 140,811 140,811Accumulated deficit (255,788) (250,443)Treasury stock, at cost (177) (177)Total stockholders deficiency (115,039) (109,694)
Total liabilities and stockholders deficiency $258,319 $276,733
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EXHIBIT E
Publicly Held Securities
The Debtors are privately held corporations. Accordingly, there are no shares of
stock of the Debtors that are publicly held. The Debtors publicly held debt securities are:
Type of Security Outstanding Principal
Amount
Number of Record Holders
as of 7/11/2012
11.375% Senior Secured
Notes, due September 2012$300,000,000.00 50
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EXHIBIT F
Debtors Property Not in the Debtors Possession
Pursuant to Local Rule 1007-2(a)(8), the table below lists the Debtors property in
the possession or custody of any custodial, public officer, mortgagee, pledge, assignee of rents,or secured creditor, or agent for any such entity.
In addition, certain of the Debtors landlords and utilities, including the ILECs,hold security deposits. Certain third parties may hold prepayments on account of servicesperformed for the Debtors.
Debtor Entity Description of
Property
Person or Entity in
Possession of the
Property
Address of Person or Entity
in Possession of the Property
Broadview Networks
Holdings, Inc.
$400,000, cash
collateral forappellate bond
United States Court
of Appeals for theThird Circuit
Office of the Clerk
21400 U.S. Courthouse601 Market StreetPhiladelphia, PA 19106
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EXHIBIT G
Debtors Premises
Pursuant to Local Rule 1007-2(a)(9), the following lists the premises owned, leased, or he
from which the Debtors operate their businesses. In addition to the properties listed below, the Debtors lswitching facilities and collocation facilities and/or similar sites and facilities necessary to its business opNortheast United States.
Debtor/Lessee Address Lease Expiration Date Broadview Networks, Inc. 500 7th Ave., 2nd Floor
New York, NY 10018June 2019 Le
Broadview Networks, Inc. 500 7th Ave., 12nd FloorNew York, NY 10018
April 2015 Le
Broadview Networks, Inc. 1018 W. 9th Ave.King of Prussia, PA 19406
January 2022 Le
Broadview Networks, Inc. 601 W. 26th St.New York, NY 10001
December 2022 Le
Broadview Networks, Inc. 1000 Atrium WayMt. Laurel, NJ 08054
February 2017 Le
Broadview Networks, Inc. 8229 Boone Blvd.Vienna, VA 22182
May 2014 Le
Broadview Networks, Inc. Three Huntington QuadrangleMelville, NY 11747
October 2018 Le
Broadview Networks, Inc. 221 Central Ave.Farmingdale, NY 11735
June 2015 Le
Broadview Networks, Inc. 230 Congress St.Boston, MA 12110
July 2020 Le
Broadview Networks, Inc. 809 Gleneagles Ct., Suite 200Towson, MD 21286
September 2012 Le
Broadview Networks, Inc. 1275 Glenlivet Drive, Suite 300
Allentown, PA 18106
January 2017 Le
Broadview Networks, Inc. 1250 Hancock St., 6th FloorQuincy, MA 02169
October 2018 Le
Broadview Networks, Inc. 224 Harrison St., 4th FloorSyracuse, NY 13202
September 2014 Le
Broadview Networks, Inc. 1 Hines RoadOttawa, ON K2K 3C7 Canada
June 2013 Le
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